UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 22, 1997
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MAIL BOXES ETC.
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(Exact Name of Issuer as Specified
in its Charter)
California 0-14821 33-0010260
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(State or Other (Commission File (IRS
Jurisdiction Number) Employer
of Incorporation Identification
Identification or Number)
Organization)
6060 Cornerstone Court West, San Diego, California 92121-3795
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (619) 455-8800
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ITEM 5. OTHER EVENTS
On May 22, 1997, Mail Boxes Etc. ("MBE") and U.S. Office Products
Company ("USOP") announced that they had signed an Agreement and Plan of
Merger (the "Merger Agreement") pursuant to which a wholly-owned subsidiary
of USOP will merge with and into MBE, with MBE to be the survivor in such
merger and to be a wholly-owned subsidiary of USOP. A copy of the press
release concerning the Merger, as well as a copy of the Merger Agreement,
are attached hereto as EXHIBIT 99.1 and EXHIBIT 99.2, respectively. The
information set forth below is qualified in its entirety by reference to the
Merger Agreement.
Under the terms of the Merger Agreement, USOP will exchange one share of
its stock for each share of MBE stock in the transaction if the average USOP
share price remains between $23.00 and $29.00 during the 20 trading days
ending two days prior to MBE's shareholder meeting, provided that the closing
of the merger occurs within five business days of such meeting. If the average
USOP share price during such 20-day trading period is above $29.00, MBE
shareholders will receive a fraction of a share of USOP stock with a value of
$29.00. There is no adjustment in the exchange rate if the USOP average
trading price during the 20-day trading period is less than $23.00. In such
event, MBE may, however, terminate the Merger Agreement unless USOP, within
three days after receipt of written notice from MBE of MBE's intention to so
terminate, shall have elected to adjust its exchange rate to be equal to the
quotient of $23.00 divided by the USOP average trading price during the
20-day trading period ending two days prior to MBE's shareholder meeting,
provided that the closing of the merger occurs within five business days of
such meeting.
The transaction is subject to various regulatory and closing conditions,
including the approval of MBE's shareholders. Certain of the major shareholders
of MBE owning an aggregate of approximately 34% of the total number of
outstanding shares of MBE stock have delivered letters to USOP pursuant to which
such shareholders have agreed, among other things, to vote or cause to be voted
their shares of MBE stock in favor of the merger.
ITEM 7. EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release dated May 22, 1997.
99.2 Agreement and Plan of Merger, dated May 22, 1997, by and
among MBE, USOP and Santa Fe Acquisition Corp.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MAIL BOXES ETC.
May 22, 1997 By:/s/ JAMES H. AMOS, JR.
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James H. Amos, Jr.
President and
Chief Operating Officer
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